Georgia Association of Professional Process Servers
BYLAWS (rev. 3.24.18)
Article I – Name
This Association shall be known as the Georgia Association of Professional Process Servers, hereinafter referred to as GAPPS.
Article II – Purpose
To promote, upgrade and perpetuate the processing serving profession through the following objectives:
Section 1. Promote legislation and rules which will advance the profession.
Section 2. Combat legislation and rules which may harm the profession.
Section 3. Promote and maintaining professional and ethical standards for the profession.
Section 4. Improve relations between the profession and the legal community – attorneys, judges, clerks and officers of the court – and the general public.
Article III – Membership
Section 1. Classes of membership and requirements for membership shall be defined by the Board of Directors. All members agree to abide by the Bylaws and Code of Ethics of GAPPS as a condition of membership.
Section 2. Membership in GAPPS shall be open to all persons who are affiliated with the profession of process serving. Membership is approved on an individual basis and is not transferable.
Section 3. All applications for membership must be completed in full on a form approved by the Board of Directors. Each application shall be accompanied by the appropriate fees at the time of the application as prescribed by the Board of Directors. These funds shall be deposited until the application is either approved or rejected. If approved, the fees are non-refundable. If rejected, the applicant will receive a refund minus the processing fee.
Section 4. Membership shall not be granted to any person who has been convicted of a felony unless such conviction was officially pardoned or the record thereof has been expunged. In addition, membership shall not be granted to any applicant who has had their license, permit or right to serve process revoked by any issuing authority, unless said revocation has been pardoned or the record thereof expunged. Any convictions or revocations described in this section that are more than five years old shall not be grounds for denial of membership.
Section 5. Membership shall not be granted to any applicant who is actively pursuing an interest contrary to the stated purpose of the Association. This shall apply to current members and may be cause for revocation of membership.
Section 6. No person shall be denied membership because of their color, religion, sex or ethnic origin.
Article IV – Dues
Section 1. The annual dues shall be determined by the majority vote of the membership at the annual conference and shall remain in effect until changed.
Section 2. The fiscal year covering the payment of dues shall be January 1 to December 31.
Section 3. A member whose dues have not been paid by January 31 of any year shall be considered delinquent. That member will be put on probation and his or her name and company information will be removed from the GAPPS website, until dues are paid. If the dues have not been paid by the last day of February of that year, membership shall be forfeited. Reinstatement shall be allowed on the terms and conditions as approved by the Board of Directors.
Article V – Election of the Board of Directors
Section 1. The Board of Directors shall consist of the following officers, President,
Vice President, Secretary, Treasurer, and four non-officer (4) Directors. Term of
each Board Member shall be from Annual Meeting to Annual Meeting.
Section 2. No GAPPS member shall be eligible to be a Board Member until they
have been a GAPPS member for one year.
Section 3. The immediate past president shall serve one year as a director on the Board of Directors.
Section 4. Three (3) directors shall be elected unless the current president is re-elected, in which event four (4) directors shall be elected.
Section 5. Officers shall be elected by majority vote of members present at the annual meeting. Remaining directors shall be elected in a single ballot with each member casting one vote for each seat to be filled. There shall be no cumulative voting and members may not vote for the same nominee for more than one seat. Ballots reflecting such votes shall be void as to such seats for which votes have been made for the same nominee. Nominees receiving the highest plurality of votes will fill all seats in order of total votes received. Majority vote shall not be required. No proxies shall be allowed.
Section 6. No members shall hold the office of President for more than two (2) consecutive terms.
Section 7. A vacancy in any office or directorship shall be filled by the Board of Directors.
Section 8. No more than two individuals from one company can serve on the board at the same time. The only exception would be if there is a vacancy that cannot be filled.
Article VI – Duties of Officers
Section 1. The administration and management of GAPPS shall be controlled by the Board of Directors, which consists of all officers and directors. They shall have the authority to do any and all things necessary for the administration and management of GAPPS. Decisions shall be reached by majority vote of the members of the Board of Directors that are present. No proxy voting shall be allowed.
Section 2. The President shall preside at all meetings, shall make all appointments that are deemed necessary to administer GAPPS, and shall submit at the annual meeting an annual report describing programs and actions by the Board of Directors.
Section 3. The Vice-President shall perform the duties of the office of president whenever the President is unable to do so.
Section 4. The Secretary shall cause to be recorded the minutes of all Board meetings and the annual meeting.
Section 5. The Treasurer shall be responsible for overseeing all fiscal policies and procedures adopted by the Board of Directors. Specific responsibilities of the
Treasurer shall include: Presenting an annual financial report of GAPPS at the Annual Meeting that includes a balance sheet, income and expense declaration and profit and loss statement.
Section 6. A petition, signed by fifteen (15) percent of the total voting membership requesting an election for the purpose of recalling a member of the Board of Directors, may be filed at any time with the Secretary. If recall is for the Secretary, the petition shall be filed with the President. After verification of signatures, the President shall certify the petition and immediately direct a ballot be sent to each member. The ballot shall read as follows:
Shall –name of director– Be Recalled?
A “yes” vote shall be counted as for the recall and a “no” vote shall be counted as against the recall. Only members in good standing shall be entitled to vote at such election. Such a recall shall require two-thirds affirmative vote of executed ballots received by the Secretary or President within fifteen (15) days. If the recall is successful the Board may fill the vacancy at its next meeting.
Section 7. A member of the board of directors may be removed for cause by a 2/3 vote of those board members present at a scheduled meeting.
Article VII – Discipline
Section 1. The Board of Directors shall adopt procedures for arbitration and grievance. All members are bound by the arbitration and grievance procedures as adopted by the Board of Directors. The Board of Directors may, in its sole discretion, approve or disapprove any penalties recommended by an arbitration or grievance committee, including but not limited to revocation of membership, suspension of membership and monetary assessments.
Section 2. Membership may be suspended or revoked by a 50%+1 vote cast by the Board of Directors for violations of these By-laws, Code of Ethics and/or Policies and Procedures established by GAPPS. No member may be expelled or suspended and no membership terminated or suspended except pursuant to a procedure, which is fair and reasonable, and is carried out in good faith.
Section 3. A member shall not have his or her membership revoked or suspended without first receiving written notice of the reasons thereof. Said written notice shall be provided to the member not less than fifteen (15) days prior to the effective date of the revocation or suspension. Written notice must be by First Class mail sent to the last address of the member shown on GAPPS’ records, and by electronic means if available.
Not less than five (5) days prior to the effective date of the disciplinary action, the affected member may petition the Board of Directors in writing for reconsideration of the discipline administered. Such petition shall be forwarded directly to the Grievance Chairperson so as to be received by the Grievance Chairperson not later than seven (7) days following the date of the written notice issued on behalf of the Board of Directors. However, the Board of Directors, for good cause shown, may grant an extension of time to submit the Petition. The Petition shall state the basis upon which the member seeks reconsideration and shall further allege why the action taken by the Board of Directors is not fair and reasonable. The Board of Directors are authorized to decide that the proposed disciplinary action should not take place, or that such action is fair and reasonable, taking into consideration all the relevant facts and circumstances.
A member, whose membership has been revoked or suspended, may be liable to GAPPS for dues, assessments, or fees as a result of obligations incurred prior to the disciplinary action.
Section 4. Disciplinary actions deemed by the board to be of an emergency nature, including revocation of membership, may be effected by a 2/3 majority vote of the board, subject to Article VII, Section 3 above, expect that the board may remove the member listing from the GAPPS website pending final action.
Article VIII – Meetings
Section 1. An annual meeting shall be held at a site chosen by the Board of Directors. Officers’ reports, committee reports and any new or old business shall be discussed at the meeting.
Section 2. There should be no fewer than three (3) regularly scheduled Board of Director meetings called by the President on a quarterly basis. The membership shall be notified of all regularly scheduled Board of Director meetings.
Section 3. A Special Meeting of the Board of Directors may be called by the President at any time with twenty-four hours’ notice, or within thirty (30) days of the request of three (3) members of the Board of Directors.
- The membership shall be notified of Special Board of Director Meetings by posting a notice of the meeting on the GAPPS website at least twenty four (24) hours, if practical, prior to the Special Board Meeting. The Agenda for a Special Board Meeting will include only those topics where circumstances demand an immediate decision of an issue and that delaying a resolution of the issue until the next scheduled Board of Directors Meeting might result in financial damage or damage to the reputation of GAPPS and/or its membership.
- Any member of the Board of Directors shall be deemed present at a Special Board Meeting if by telephone or other electronic means, including the Internet. All persons participating in the meeting must be able to hear each other and/or read the proceedings at the same they are presented; vote on matters submitted to the directors and participate in discussion. The number of board members attending electronically may be limited by the President.
Section 4. Members shall and non members may be admitted to all regularly scheduled Board of Director meetings and the Annual Meeting except Executive Sessions. Only meetings involving the personal affairs of any individual or involving issues deemed confidential by a majority vote of the Board of Directors present may be held in Executive Session.
If a grievance has been filed against a member, and all parties agree the matter shall not be heard in Executive Session, the meeting and full record of the grievance shall be open to all members.
Section 5. The latest edition of Robert’s Rules of Order shall govern the conduct of all meetings except where in conflict with the Bylaws, Policy and Procedures Manual and/or the State of Georgia’s statutes governing Corporations, Partnerships and Associations.
Article IX- Bylaw Amendments
Section 1. Proposed bylaw amendments must be submitted to the Secretary not less than sixty (60) days prior to the date of the annual meeting and published to the membership not less than thirty (30) days prior to the annual meeting. The Secretary shall cause the proposed bylaw amendments or revisions to be published to the membership in the Association Newsletter, on the GAPPS web site and/or by other reasonable means not less than thirty (30) days prior to the annual meeting.
Section 2. The bylaws may be amended or revised by an affirmative vote of at least two-thirds of the votes cast at the Annual Meeting.
Section 3. Bylaw amendments or revisions may be acted upon only at the time published in the agenda or the annual meeting, unless a majority of the membership present at that time agrees to a later time for further action.
Section 4. The bylaws may also be amended or revised by unanimous vote of the Board of Directors.
Article X – Limitation of Directors’ Liability
Section 1. No director of GAPPS shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless the director has breached or failed to perform the duties of his or her office under the Georgia Nonprofit Corporations Act; provided, however, that the provisions of this Section 1 shall not apply to the responsibility or liability of a director pursuant to any criminal statute, or to the liability of a director for the payment of taxes pursuant to local, state or federal law.
Section 2. Indemnification and Insurance
- Indemnification of Directors and Officers.
(i) Each Indemnitee (as defined below) shall be indemnified and held harmless by GAPPS for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Georgia law against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this Section 2 shall be made, however, in connection with (i) a proceeding by (or in the right of) GAPPS in which the director was adjudged liable to GAPPS; and (ii) a proceeding in which the director was adjudged liable on the basis that the director received an improper benefit.
(ii) For purposes of this Section 2, (A) “Indemnitee” shall mean each director or officer of GAPPS who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a director or officer of GAPPS or is or was serving in any capacity at the request or for the benefit of GAPPS as a director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an action, suit or proceeding by or in the right of GAPPS, whether civil, criminal, administrative or investigative.
- No Exclusivity of Rights. The rights to indemnification provided in this Section 2 shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of GAPPS’s Articles of Incorporation or Bylaws, agreement, vote of members or directors, or otherwise.
- Insurance. GAPPS may purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Georgia law against any expense, liability or loss, whether or not GAPPS would have the power to indemnify such person under Georgia or other law. GAPPS may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.
- Fund for Payment of Expenses. GAPPS may create a fund of any nature, which may, but need not, be under the control of a trustee, or otherwise may secure in any manner its indemnification obligations, whether arising hereunder, under the Articles of Incorporation, by agreement, vote of members or directors, or otherwise.